UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment No.)*
Under
the Securities Exchange Act of 1934
FIRST NORTHWEST BANCORP
(Name
of Issuer)
Common Stock, $0.01 par value
(Titles
of Class of Securities)
335834107
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
☒ Rule
13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 335834107 | 13G | Page 2 of 11 |
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|
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
948,762 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
948,762 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
948,762 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.86%
(1) |
| 12 |
TYPE
OF REPORTING PERSON
IA |
| (1) | Based on 9,618,440 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding
as of November 6, 2023, based on the Issuer’s Form 10-Q filed with the SEC on November 13, 2023. Fourthstone LLC acquired
the Issuer’s shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with
the effect of changing or influencing the control of the Issuer. |
| CUSIP No. 335834107 | 13G | Page 3 of 11 |
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|
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
Master Opportunity Fund Ltd |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
714,789 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
714,789 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,789 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.43%
(2) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| (2) | Based
on 9,618,440 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 6, 2023, based
on the Issuer’s Form 10-Q filed with the SEC on November 13, 2023. |
| CUSIP No. 335834107 | 13G | Page 4 of 11 |
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|
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
GP LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
233,973 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
233,973 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,973 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.43%
(3) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| (3) | Based on 9,618,440 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding
as of November 6, 2023, based on the Issuer’s Form 10-Q filed with the SEC on November 13, 2023. Fourthstone
GP LLC is the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and
Fourthstone Small-Cap Financials Fund LP. |
| CUSIP No. 335834107 | 13G | Page 5 of 11 |
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|
|
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
QP Opportunity Fund LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
215,912 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
215,912 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,912 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.24%
(4) |
| 12 |
TYPE
OF REPORTING PERSON
PN |
| (4) | Based on 9,618,440 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding
as of November 6, 2023, based on the Issuer’s Form 10-Q filed with the SEC on November 13, 2023. |
| CUSIP No. 335834107 | 13G | Page 6 of 11 |
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|
|
|
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
Small-Cap Financials Fund LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
18,061 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
18,061 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,061 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.19%
(5) |
| 12 |
TYPE
OF REPORTING PERSON
PN |
| (5) | Based on 9,618,440 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding
as of November 6, 2023, based on the Issuer’s Form 10-Q filed with the SEC on November 13, 2023. |
| CUSIP No. 335834107 | 13G | Page 7 of 11 |
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| 1 |
NAME
OF REPORTING PERSON
L.
Phillip Stone, IV |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
948,762 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
948,762 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
948,762 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.86% (6) |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| (6) | Based on 9,618,440 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding
as of November 6, 2023, based on the Issuer’s Form 10-Q filed with the SEC on November 13, 2023. L. Phillip Stone, IV, is
the Managing Member of Fourthstone LLC and Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone.
|
| CUSIP No. 335834107 | 13G | Page 8 of 11 |
| Item
1(a). |
Name
of Issuer: |
FIRST NORTHWEST BANCORP (the “Issuer”)
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
105 West 8th Street,
Port Angeles, Washington 98362
| Item
2(a). |
Name
of Person Filing: |
This Schedule 13G is being filed by Fourthstone
LLC, a Delaware Limited Liability Company and Investment Adviser (“Fourthstone”). The persons reporting information
on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands (“Fourthstone Master
Opportunity Fund”), a Delaware Limited Partnership (“Fourthstone QP Opportunity”), a Delaware Limited
Partnership (“Fourthstone Small-Cap Financials”), a Delaware Limited PartnershipDelaware (“Fourthstone
GP,” General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a
citizen of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a “Reporting
Person” and, together, the “Reporting Persons”).
Fourthstone directly holds
948,762 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the
securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that effect.
| Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting
Persons is as follows:
The registered office of Fourthstone LLC, Fourthstone
Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP
is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141.
See
response to Item 4 of each of the cover pages.
| Item
2(d). |
Titles
of Classes of Securities: |
Common
Stock, par value $0.01 per share (“Common Stock”)
| CUSIP No. 335834107 | 13G | Page 9 of 11 |
335834107
| Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐ Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐ Bank as defined in Section 3(a)(6) of
the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐ Insurance company as defined in Section
3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| |
(d) |
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☒ Investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| (f) | ☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☒
Parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ Savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) | ☐ Church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| (j) | ☐ Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ Group in accordance with
§240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
| (a) | Amount
Beneficially Owned: |
See
responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: |
See
responses to Item 5 on each cover page.
| CUSIP No. 335834107 | 13G | Page 10 of 11 |
| (ii) | Shared
power to vote or to direct the vote: |
See
responses to Item 6 on each cover page.
| (iii) | Sole
power to dispose or to direct the disposition of: |
See
responses to Item 7 on each cover page.
| (iv) | Shared
power to dispose or to direct the disposition of: |
See
responses to Item 8 on each cover page.
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not
Applicable.
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not
applicable.
| Item
8. |
Identification
and Classification of Members of the Group. |
Not
applicable.
| Item
9. |
Notice
of Dissolution of Group. |
Not
Applicable.
Each
of the Reporting Persons listed in this filing certify the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that effect.
| CUSIP No. 335834107 | 13G | Page 11 of 11 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 14, 2024
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Fourthstone LLC |
| |
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|
| |
By: |
/s/ Amy M. Stone |
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Name: |
Amy M. Stone |
| |
Title: |
Chief Executive Officer |
| |
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|
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Fourthstone
Master Opportunity Fund Ltd |
| |
|
|
| |
By: |
/s/ Amy M. Stone |
| |
Name: |
Amy M. Stone |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
Fourthstone
QP Opportunity Fund LP |
| |
|
| |
Fourthstone
Small-Cap Financials Fund LP |
| |
|
|
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By: |
Fourthstone GP LLC,
the General Partner |
| |
|
|
| |
By: |
/s/ Amy M. Stone |
| |
Name: |
Amy M. Stone |
| |
Title: |
Chief Executive Officer |